exv10w2






Exhibit 10.2

 




    REGISTRATION
    RIGHTS AGREEMENT



 



    This Registration Rights Agreement (this “Agreement” )
    is made and entered into as of December 22, 2009, by and among
    Saia, Inc., a Delaware corporation (the “Company”),
    and the investors signatory hereto (each a “Investor”
    and collectively, the “Investors” ).



 



    The Company and the Investors are parties to the Share Purchase
    Agreement dated December 22, 2009 (the “Purchase
    Agreement”), which provides for the sale by the Company to
    the Investors of 2,310,000 shares of the Company’s
    common stock, par value $0.001 per share (“Common
    Stock”). As an inducement to the Investors to enter into
    the Purchase Agreement, the Company has agreed to provide to the
    Investors the registration rights set forth in this Agreement.



 



    The Company and the Investors hereby agree as follows:



 



    1. Definitions.  Capitalized terms
    used and not otherwise defined herein that are defined in the
    Purchase Agreement will have the meanings given such terms in
    the Purchase Agreement. As used in this Agreement, the following
    terms have the respective meanings set forth in this
    Section 1:



 



    “Advice” has the meaning set forth in
    Section 6(c).



 



    “Affiliate” means, with respect to any person,
    any other person which directly or indirectly controls, is
    controlled by, or is under common control with, such person.



 



    “Commission” means the U.S. Securities and
    Exchange Commission.



 



    “Common Stock” has the meaning set forth in the
    premable.



 



    “Company” has the meaning set forth in the
    preamble and shall also include the Company’s successors.



 



    “Effective Date” means, as to the Registration
    Statement, the date on which such Registration Statement is
    first declared effective by the Commission.



 



    “Effectiveness Date” means the
    60th

    calendar day following the Closing Date; provided, that,
    if the Commission reviews and has written comments to the filed
    Registration Statement that would require the filing of a
    pre-effective amendment thereto with the Commission, then the
    Effectiveness Date under this clause shall be the earlier of
    (i) as promptly as practicable based on the reasonable best
    efforts by the Company and in no event later than the 120th
    calendar day following the Closing Date, and (ii) the fifth
    Trading Day following the date on which the Company is notified
    by the Commission that the Registration Statement will not be
    reviewed or is no longer subject to further review and comments.



 



    “Effectiveness Period” has the meaning set
    forth in Section 2(a).



 



    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended.



 



    “Event” has the meaning set forth in
    Section 2(b).



 



    “Event Date” has the meaning set forth in
    Section 2(b).



 



    “Filing Date” means the
    30th

    calendar day following the Closing Date.



 



    “Holder” or “Holders” means
    the holder or holders, as the case may be, from time to time of
    Registrable Securities.



 



    “Losses” has the meaning set forth in
    Section 5(a).



 



    “New York Courts” means the state and federal
    courts sitting in the City of New York, Borough of Manhattan.



 



    “Person” means an individual, a limited
    liability company, a partnership, a joint venture, a
    corporation, a trust, an unincorporated organization, a
    government or any department or agency thereof, or other entity
    of any kind.





    

    1








 







    “Proceeding” means an action, claim, suit,
    investigation or proceeding (including, without limitation, an
    investigation or partial proceeding, such as a deposition),
    whether commenced or threatened.



 



    “Prospectus” means the prospectus included in
    the Registration Statement (including, without limitation, a
    prospectus that includes any information previously omitted from
    a prospectus filed as part of an effective registration
    statement in reliance upon Rule 430A promulgated under the
    Securities Act), as amended or supplemented by any prospectus
    supplement, with respect to the terms of the offering of any
    portion of the Registrable Securities covered by the
    Registration Statement, and all other amendments and supplements
    to the Prospectus, including post-effective amendments, and all
    material incorporated by reference or deemed to be incorporated
    by reference in such Prospectus.



 



    “Purchase Agreement” has the meaning set forth
    in the preamble.



 



    “Registrable Securities” means the Shares and
    any shares of Common Stock issued with respect to the Shares as
    a result of any stock split, dividend or other distribution,
    recapitalization or similar event.



 



    “Registration Actions” has the meaning set
    forth in Section 2(c).



 



    “Registration Statement” means the registration
    statement required to be filed in accordance with
    Section 2(a), including the Prospectus, amendments and
    supplements to such registration statement or Prospectus,
    including pre- and post-effective amendments, all exhibits
    thereto, and all material incorporated by reference or deemed to
    be incorporated by reference therein.



 



    “Rule 144” means Rule 144 promulgated
    by the Commission pursuant to the Securities Act, as such Rule
    may be amended from time to time, or any similar rule or
    regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.



 



    “Rule 415” means Rule 415 promulgated
    by the Commission pursuant to the Securities Act, as such Rule
    may be amended from time to time, or any similar rule or
    regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.



 



    “Rule 424” means Rule 424 promulgated
    by the Commission pursuant to the Securities Act, as such Rule
    may be amended from time to time, or any similar rule or
    regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.



 



    “Securities Act” means the Securities Act of
    1933, as amended.



 



    “Selling Holder Questionnaire” has the meaning
    set forth in Section 2(d).



 



    “Shares” means the shares of Common Stock
    issued or issuable to the Investors pursuant to the Purchase
    Agreement.



 



    “Suspension Notice” has the meaning set forth
    in Section 2(c).



 



    “Suspension Period” has the meaning set forth
    in Section 2(c).



 



    2. Registration.



 



    (a) On or prior to the Filing Date, the Company shall
    prepare and file with the Commission a Registration Statement
    covering the resale of all Registrable Securities not already
    covered by an existing and effective registration statement for
    an offering to be made on a continuous basis pursuant to
    Rule 415, on
    Form S-3
    (or on such other form appropriate for such purpose). Such
    Registration Statement shall contain (except if otherwise
    required pursuant to written comments received from the
    Commission upon a review of such Registration Statement) the
    “Selling Stockholders” and “Plan of
    Distribution” sections substantially in the form attached
    hereto as Annex A. The Company shall use
    commercially reasonable efforts to have the Registration
    Statement declared effective by the Commission as soon as
    practicable, but in no event later than the Effectiveness Date,
    and shall use its commercially reasonable efforts to keep the
    Registration Statement continuously effective pursuant to
    Rule 415 at all times until the earlier of (i) the
    date on which all Registrable Securities covered by the
    Registration Statement as amended from time to time, have been
    sold, (ii) the date on which all Registrable Securities
    covered by the Registration Statement (other than with respect
    to Registrable






    

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    Securities owned by Affiliates of the Company) may be sold
    pursuant to Rule 144 without being subject to any public
    information or volume limitation or (iii) one (1) year
    from the date of the Purchase Agreement (the “Effectiveness
    Period”), in each case plus the number of days equal to the
    number of days of the Suspension Period during the Effectiveness
    Period, if any. By 5:00 p.m. (New York City time) on the
    Trading Day immediately following the Effective Date, the
    Company shall file with the Commission in accordance with
    Rule 424 under the Securities Act the final Prospectus to
    be used in connection with sales pursuant to such Registration
    Statement (whether or not such filing is technically required
    under such Rule).



 



    (b) If: (i) the Registration Statement is not filed on
    or prior to the Filing Date, (ii) the Registration
    Statement is not declared effective by the Commission on or
    prior to the required Effectiveness Date or (iii) after its
    Effective Date, the Registration Statement ceases for any reason
    to be effective and available to the Holders as to all
    Registrable Securities to which it is required to cover at any
    time prior to the expiration of its Effectiveness Period for
    more than an aggregate of 30 Trading Days during any
    12-month
    period (which need not be consecutive) (other than during a
    Suspension Period (as defined in Section 2(c) below) (any
    such failure or breach being referred to as an
    “Event,” and for purposes of clauses (i) or
    (ii) the date on which such Event occurs, or for purposes
    of clause (iii) the date which such 30 Trading Day-period
    is exceeded, being referred to as “Event Date”), then
    in addition to any other rights the Holders may have hereunder
    or under applicable law: on the last day of each
    30-day
    period after each such Event Date (if the applicable Event shall
    not have been cured by such date) until the applicable Event is
    cured, the Company shall pay to each Holder an amount in cash,
    as partial liquidated damages and not as a penalty, equal to one
    percent (1.0%) of the aggregate purchase price paid by such
    Holder for Shares pursuant to the Purchase Agreement. The
    parties agree that (1) in no event will the Company be
    liable for liquidated damages under this Agreement in excess of
    one percent (1.0%) of the aggregate purchase price paid by such
    Holder for Shares pursuant to the Purchase Agreement in any
    30-day
    period, and (2) the maximum aggregate liquidated damages
    payable to a Holder under this Agreement shall be six percent
    (6%) of the aggregate purchase price paid by such Holder for
    Shares pursuant to the Purchase Agreement. The partial
    liquidated damages pursuant to the terms hereof shall apply on a
    daily pro-rata basis for any portion of each
    30-day
    period prior to the cure of an Event, and shall cease to accrue
    (unless earlier cured) upon the expiration of the Effectiveness
    Period.



 



    (c) Subject to the limitation set forth in the next
    succeeding paragraph, the Company shall be entitled to delay the
    Filing Date of the Registration Statement, suspend its
    obligation to file any amendment to the Registration Statement,
    furnish any supplement or amendment to a prospectus included in
    the Registration Statement, make any other filing with the
    Commission that would be incorporated by reference into the
    Registration Statement, cause the Registration Statement to be
    declared or remain effective or take any similar action
    (collectively, “Registration Actions”) if there is a
    possible acquisition or business combination or other
    transaction, business development or event involving the Company
    and its subsidiary that may require disclosure in the
    Registration Statement and the Company determines in the
    exercise of its good faith judgment that such disclosure is not
    in the best interest of the Company and its stockholders or
    obtaining any financial statements relating to any such
    acquisition or business combination required to be included in
    the Registration Statement would be impracticable or upon any
    event described in Section 3(c)(v). Upon the occurrence of
    any of the conditions described in the foregoing sentence, the
    Company shall give prompt notice (a “Suspension
    Notice”) thereof to the Holders. Upon the termination of
    such condition, the Company shall give prompt notice thereof to
    the Holders and shall promptly proceed with all Registration
    Actions that were suspended pursuant to this paragraph.



 



    The Company may suspend Registration Actions pursuant to the
    preceding paragraph for one or more periods (each, a
    “Suspension Period”) not to exceed 30 days in any
    single Suspension Period and 90 days in the aggregate
    during any twelve month period, during which no damages shall be
    payable pursuant to Section 2(b) as a result thereof. If
    one or more Suspension Periods exceed 90 days in the
    aggregate during any twelve month period, then damages shall
    begin to accrue on the 91st day until such Suspension
    Period ends. Each Suspension Period shall be deemed to begin on
    the date the relevant Suspension Notice is given to the Holders
    and shall end on the date on which the Company gives the Holders
    a notice that the Suspension Period has terminated.
    Notwithstanding anything to the foregoing, the Company shall at
    all times use its commercially reasonable efforts to end any
    Suspension Period at the earliest possible time.





    

    3








 







    (d) Each Holder agrees to furnish to the Company a
    completed Questionnaire in the form attached to this Agreement
    as Annex B, or a substantially similar form (a
    “Selling Holder Questionnaire”). The Company shall not
    be required to include the Registrable Securities of a Holder in
    the Registration Statement and shall not be required to pay any
    liquidated or other damages under Section 2(b) to any
    Holder who fails to furnish to the Company a fully completed
    Selling Holder Questionnaire at least 10 Trading Days prior to
    the Filing Date (subject to the requirements set forth in
    Section 3(a)).



 



    3. Registration Procedures.



 



    In connection with the Company’s registration obligations
    hereunder, the Company shall:



 



    (a) Not less than five (5) Trading Days prior to the
    filing of the Registration Statement or any related Prospectus
    or any amendment or supplement thereto, the Company shall
    furnish to each Holder copies of the “Selling
    Stockholders” and the “Plan of Distribution”
    sections as proposed to be filed which documents will be subject
    to the review of such Holder. Investor shall provide any
    comments in writing within two (2) Trading Days after
    receipt of a document for review pursuant to the previous
    sentence. The Company shall not be required to include any
    Registrable Securities of any Investor in a Registration
    Statement if required information from such Investor is not
    furnished to the Company within the two (2) Trading Day
    time period. The Company shall not file the Registration
    Statement, any Prospectus or any amendments or supplements
    thereto in which the “Selling Stockholder” section
    thereof differs from the disclosure received from a Holder in
    its Selling Holder Questionnaire (as amended or supplemented).



 



    (b) (i) Prepare and file with the Commission such
    amendments, including post-effective amendments, to the
    Registration Statement and the Prospectus used in connection
    therewith as may be necessary to keep such Registration
    Statement continuously effective as to the applicable
    Registrable Securities for its Effectiveness Period;
    (ii) cause the related Prospectus to be amended or
    supplemented by any required Prospectus supplement, and as so
    supplemented or amended to be filed pursuant to Rule 424;
    (iii) respond as promptly as reasonably possible to any
    comments received from the Commission with respect to the
    Registration Statement or any amendment thereto and, as promptly
    as reasonably possible provide the Holders true and complete
    copies of all correspondence from and to the Commission relating
    to such Registration Statement that would not result in the
    disclosure to the Holders of material and non-public information
    concerning the Company; and (iv) comply in all material
    respects with the provisions of the Securities Act and the
    Exchange Act with respect to the Registration Statement and the
    disposition of all Registrable Securities covered by such
    Registration Statement.



 



    (c) Notify the Holders as promptly as reasonably possible
    and (if requested by any such Person) confirm such notice in
    writing no later than two (2) Trading Days following the
    day (i)(A) when a Prospectus or any Prospectus supplement or
    post-effective amendment to the Registration Statement has been
    filed; (B) when the Commission notifies the Company whether
    there will be a “review” of such Registration
    Statement and whenever the Commission comments in writing on
    such Registration Statement (the Company shall provide true and
    complete copies thereof and all written responses thereto to
    each of the Holders that pertain to the Holders as a
    “Selling Stockholder” or to the “Plan of
    Distribution”, but not information which the Company
    believes would constitute material and non-public information);
    (C) with respect to the Registration Statement or any
    post-effective amendment, when the same has become effective;
    and (D) when in the Company’s reasonable determination
    a post-effective amendment to the Registration Statement would
    be appropriate (ii) of any request by the Commission or any
    other federal or state governmental authority for amendments or
    supplements to the Registration Statement or Prospectus or for
    additional information; (iii) of the issuance by the
    Commission of any stop order suspending the effectiveness of the
    Registration Statement covering any or all of the Registrable
    Securities or the initiation of any Proceedings for that
    purpose; (iv) of the receipt by the Company of any
    notification with respect to the suspension of the qualification
    or exemption from qualification of any of the Registrable
    Securities for sale in any jurisdiction, or the initiation or
    threatening of any Proceeding for such purpose; and (v) of
    the occurrence of any event or passage of time that makes the
    financial statements included in the Registration Statement
    ineligible for inclusion therein or any statement made in such
    Registration Statement or Prospectus or any document
    incorporated or deemed to be incorporated






    

    4








 







    therein by reference untrue in any material respect or that
    requires any revisions to such Registration Statement,
    Prospectus or other documents so that, in the case of such
    Registration Statement or the Prospectus, as the case may be, it
    will not contain any untrue statement of a material fact or omit
    to state any material fact required to be stated therein or
    necessary to make the statements therein, in light of the
    circumstances under which they were made, not misleading.



 



    (d) Use its commercially reasonable efforts to avoid the
    issuance of, or, if issued, obtain the withdrawal of
    (i) any order suspending the effectiveness of the
    Registration Statement, or (ii) any suspension of the
    qualification (or exemption from qualification) of any of the
    Registrable Securities for sale in any jurisdiction, at the
    earliest practicable moment.



 



    (e) Furnish to each Holder, without charge, at least one
    conformed copy of the Registration Statement and each amendment
    thereto and all exhibits to the extent requested by such Person
    (including those previously furnished) promptly after the filing
    of such documents with the Commission.



 



    (f) Promptly deliver to each Holder, without charge, as
    many copies of each Prospectus or Prospectuses (including each
    form of prospectus) and each amendment or supplement thereto as
    such Persons may reasonably request. The Company hereby consents
    to the use of such Prospectus and each amendment or supplement
    thereto by each of the selling Holders in connection with the
    offering and sale of the Registrable Securities covered by such
    Prospectus and any amendment or supplement thereto.



 



    (g) Prior to any public offering of Registrable Securities,
    use commercially reasonable efforts to register or qualify, or
    exempt therefrom such Registrable Securities for offer and sale
    under the securities or blue sky laws of all jurisdictions
    within the United States, to keep each such registration or
    qualification (or exemption therefrom) effective during the
    Effectiveness Period and to do any and all other acts or things
    necessary or advisable to enable the disposition in such
    jurisdictions of the Registrable Securities covered by the
    Registration Statement; provided, however, that the Company
    shall not be required in connection therewith or as a condition
    thereto to (i) qualify to do business in any jurisdiction
    where it would not otherwise be required to qualify but for this
    Section 3(g), (ii) subject itself to general taxation
    in any jurisdiction where it would not otherwise be so subject
    but for this Section 3(g), or (iii) file a general
    consent to service of process in any such jurisdiction.



 



    (h) Cooperate with the Holders to facilitate the timely
    preparation and delivery of certificates representing
    Registrable Securities to be delivered to a transferee pursuant
    to the Registration Statement, which certificates shall be free,
    to the extent permitted by the Purchase Agreement, of all
    restrictive legends, and to enable such Registrable Securities
    to be in such denominations and registered in such names as any
    such Holders may request.



 



    (i) Upon the occurrence of any event contemplated by
    Section 3(c)(v), as promptly as commercially reasonable,
    prepare a supplement or amendment, including a post-effective
    amendment, to the Registration Statement or a supplement to the
    related Prospectus or any document incorporated or deemed to be
    incorporated therein by reference, and file any other required
    document so that, as thereafter delivered, neither the
    Registration Statement nor the Prospectus will contain an untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the
    statements therein, in light of the circumstances under which
    they were made, not misleading.



 



    (j) Use commercially reasonable efforts to cause all
    Registrable Securities covered by a Registration Statement to be
    listed on each securities exchange, interdealer quotation system
    or other market on which similar securities issued by the
    Company are then listed and use commercially reasonable efforts
    to maintain such listing.



 



    (k) Use commercially reasonable efforts to make and keep
    public information available, as that term is understood and
    defined in Rule 144 under the Securities Act, at all times.



 



    (l) If, after the execution of this Agreement, the
    Commission informs the Company that one or more of the Holders
    may be an underwriter of Registrable Securities, at the request
    of the Company, such






    

    5








 







    Investor shall reasonably cooperate with the Company in amending
    the Registration Statement to reflect the fact that such
    Investor may be an underwriter.



 



    (m) The Company shall use commercially reasonable efforts
    to maintain compliance with the eligibility requirements of
    Form S-3
    so that such form is continuously available for the registration
    of the resale of Registrable Securities during the Registration
    Period.



 



    4. Registration Expenses.  All
    expenses, other than underwriting discounts and commissions or
    as otherwise provided in this Agreement, incurred in connection
    with registrations, filings or qualifications pursuant to
    Sections 2 and 3, including, without limitation, all
    registration, listing and qualifications fees, printer’s
    and accounting fees, and fees and disbursements of counsel for
    the Company shall be paid by the Company.



 



    5. Indemnification.



 



    (a) Indemnification by the
    Company.  The Company shall, notwithstanding
    any termination of this Agreement, indemnify and hold harmless
    each Holder, the officers, directors, agents, investment
    advisors, partners, members and employees of each of them, each
    Person who controls any such Holder (within the meaning of
    Section 15 of the Securities Act or Section 20 of the
    Exchange Act), to the fullest extent permitted by applicable
    law, from and against any and all losses, claims, damages,
    liabilities, costs (including, without limitation, reasonable
    costs of preparation and reasonable attorneys’ fees) and
    expenses (collectively, “Losses”), as incurred,
    arising out of or relating to any untrue or alleged untrue
    statement of a material fact contained in the Registration
    Statement, any Prospectus or any form of prospectus or in any
    amendment or supplement thereto or in any preliminary
    prospectus, or free writing prospectus, or arising out of or
    relating to any omission or alleged omission of a material fact
    required to be stated therein or necessary to make the
    statements therein (in the case of any Prospectus or form of
    prospectus or supplement thereto, in light of the circumstances
    under which they were made) not misleading, except to the
    extent, but only to the extent, that (1) such untrue
    statements or omissions are based solely upon information
    regarding such Holder furnished in writing to the Company by
    such Holder expressly for use therein, or to the extent that
    such information relates to such Holder or such Holder’s
    proposed method of distribution of Registrable Securities and
    was reviewed and expressly approved in writing by such Holder
    expressly for use in the Registration Statement, such Prospectus
    or such form of Prospectus or in any amendment or supplement
    thereto (it being understood that the Holder has approved
    Annex A hereto for this purpose) or (2) in the case of
    an occurrence of a Suspension Period or an event of the type
    specified in Section 3(c), the use by such Holder of an
    outdated or defective Prospectus after the Company has notified
    such Holder in writing that the Prospectus is outdated or
    defective and prior to the receipt by such Holder of an Advice
    or an amended or supplemented Prospectus, but only if and to the
    extent that following the receipt of the Advice or the amended
    or supplemented Prospectus the misstatement or omission giving
    rise to such Loss would have been corrected. The Company shall
    notify the Holders promptly of the institution, threat or
    assertion of any Proceeding of which the Company is aware in
    connection with the transactions contemplated by this Agreement.



 



    (b) Indemnification by
    Holders.  Each Holder shall, severally and not
    jointly, indemnify and hold harmless the Company, its directors,
    officers, agents and employees, each Person who controls the
    Company (within the meaning of Section 15 of the Securities
    Act and Section 20 of the Exchange Act), and the directors,
    officers, agents or employees of such controlling Persons, to
    the fullest extent permitted by applicable law, from and against
    all Losses, as incurred, arising solely out of or based solely
    upon any untrue statement of a material fact contained in the
    Registration Statement, any Prospectus, or any form of
    prospectus, or in any amendment or supplement thereto, or
    arising solely out of or based solely upon any omission of a
    material fact required to be stated therein or necessary to make
    the statements therein not misleading to the extent, but only to
    the extent that, (1) such untrue statements or omissions
    are based solely upon information regarding such Holder
    furnished in writing to the Company by such Holder expressly for
    use therein, or to the extent that such information relates to
    such Holder or such Holder’s proposed method of
    distribution of Registrable Securities and was reviewed and
    expressly approved in writing by such Holder expressly for use
    in the Registration Statement (it being understood that the
    Holder has approved Annex A hereto for this purpose), such
    Prospectus or such form of Prospectus or in any amendment or
    supplement thereto or (2) in the case of an occurrence of a






    

    6








 







    Suspension Period or an event of the type specified in
    Section 3(c), the use by such Holder of an outdated or
    defective Prospectus after the Company has notified such Holder
    in writing that the Prospectus is outdated or defective and
    prior to the receipt by such Holder of an Advice or an amended
    or supplemented Prospectus, but only if and to the extent that
    following the receipt of the Advice or the amended or
    supplemented Prospectus the misstatement or omission giving rise
    to such Loss would have been corrected. In no event shall the
    liability of any selling Holder hereunder be greater in amount
    than the dollar amount of the net proceeds received by such
    Holder upon the sale of the Registrable Securities giving rise
    to such indemnification obligation.



 



    (c) Conduct of Indemnification
    Proceedings.  Any person entitled to
    indemnification hereunder shall (i) give prompt notice to
    the indemnifying party of any claim with respect to which it
    seeks indemnification and (ii) permit such indemnifying
    party to assume the defense of such claim with counsel
    reasonably satisfactory to the indemnified party;
    provided that any person entitled to indemnification
    hereunder shall have the right to employ separate counsel and to
    participate in the defense of such claim, but the fees and
    expenses of such counsel shall be at the expense of such person
    unless (a) the indemnifying party has agreed to pay such
    fees or expenses, or (b) the indemnifying party shall have
    failed to promptly assume the defense of such claim and employ
    counsel reasonably satisfactory to such person or (c) in
    the reasonable judgment of any such person, based upon advice of
    its counsel, a conflict of interest exists between such person
    and the indemnifying party with respect to such claims (in which
    case, if the person notifies the indemnifying party in writing
    that such person elects to employ separate counsel at the
    expense of the indemnifying party, the indemnifying party shall
    not have the right to assume the defense of such claim on behalf
    of such person); and provided, further, that the
    failure of any indemnified party to give notice as provided
    herein shall not relieve the indemnifying party of its
    obligations hereunder, except to the extent that such failure to
    give notice shall materially adversely affect the indemnifying
    party in the defense of any such claim or litigation. It is
    understood that the indemnifying party shall not, in connection
    with any proceeding in the same jurisdiction, be liable for fees
    or expenses of more than one separate firm of attorneys at any
    time for all such indemnified parties except to the extent that
    based upon advice of counsel, a conflict of interest exists
    between the indemnified parties. No indemnifying party will,
    except with the consent of the indemnified party, consent to
    entry of any judgment or enter into any settlement that does not
    include as an unconditional term thereof the giving by the
    claimant or plaintiff to such indemnified party of a release
    from all liability in respect of such claim or litigation.



 



    (d) Contribution.  If a claim for
    indemnification under Section 5(a) or 5(b) is unavailable
    to an indemnified party (by reason of public policy or
    otherwise), then each indemnifying party, in lieu of
    indemnifying such indemnified party, shall contribute to the
    amount paid or payable by such indemnified party as a result of
    such Losses, in such proportion as is appropriate to reflect the
    relative fault of the indemnifying party and indemnified party
    in connection with the actions, statements or omissions that
    resulted in such Losses as well as any other relevant equitable
    considerations. The relative fault of such indemnifying party
    and indemnified party shall be determined by reference to, among
    other things, whether any action in question, including any
    untrue or alleged untrue statement of a material fact or
    omission or alleged omission of a material fact, has been taken
    or made by, or relates to information supplied by, such
    indemnifying party or indemnified party, and the parties’
    relative intent, knowledge, access to information and
    opportunity to correct or prevent such action, statement or
    omission. The amount paid or payable by a party as a result of
    any Losses shall be deemed to include, subject to the
    limitations set forth in Section 5(c), any reasonable
    attorneys’ or other reasonable fees or expenses incurred by
    such party in connection with any Proceeding to the extent such
    party would have been indemnified for such fees or expenses if
    the indemnification provided for in this Section was available
    to such party in accordance with its terms.



 



    The parties hereto agree that it would not be just and equitable
    if contribution pursuant to this Section 5(d) were
    determined by pro rata allocation or by any other method of
    allocation that does not take into account the equitable
    considerations referred to in the immediately preceding
    paragraph. Notwithstanding the provisions of this
    Section 5(d), no Holder shall be required to contribute, in
    the aggregate, any amount in excess of the amount by which the
    proceeds actually received by such Holder from the sale of the
    Registrable Securities subject to the Proceeding exceeds the
    amount of any damages that such Holder has otherwise been
    required to pay by reason of such untrue or alleged untrue
    statement or omission or alleged omission.





    

    7








 







    The indemnity and contribution agreements contained in this
    Section are in addition to any liability that the indemnifying
    parties may have to the indemnified parties.



 



    6. Miscellaneous.



 



    (a) No Piggyback on
    Registrations.  Neither the Company nor any of
    its security holders (other than the Holders in such capacity
    pursuant hereto) may include securities of the Company in the
    Registration Statement other than the Registrable Securities,
    and the Company shall not during the Effectiveness Period enter
    into any agreement providing any such right to any of its
    security holders.



 



    (b) Compliance.  Each Holder
    covenants and agrees that it will comply with the prospectus
    delivery requirements of the Securities Act as applicable to it
    in connection with sales of Registrable Securities pursuant to
    the Registration Statement.



 



    (c) Discontinued Disposition.  Each
    Holder agrees by its acquisition of such Registrable Securities
    that, upon receipt of a notice from the Company of the
    occurrence of either (i) a Suspension Period as described
    in Section 2(c) or (ii) any event of the kind
    described in Section 3(c), such Holder will forthwith
    discontinue disposition of such Registrable Securities under the
    Registration Statement until such Holder’s receipt of the
    copies of the supplemented Prospectus
    and/or
    amended Registration Statement or until it is advised in writing
    (the “Advice”) by the Company that the use of the
    applicable Prospectus may be resumed, and, in either case, has
    received copies of any additional or supplemental filings that
    are incorporated or deemed to be incorporated by reference in
    such Prospectus or Registration Statement. The Company may
    provide appropriate stop orders to enforce the provisions of
    this paragraph.



 



    (d) Amendments and Waivers.  The
    provisions of this Agreement, including the provisions of this
    Section 6(d), may not be amended, modified or supplemented,
    and waivers or consents to departures from the provisions hereof
    may not be given, unless the same shall be in writing and signed
    by the Company and the Holders of no less than a majority in
    interest of the then outstanding Registrable Securities.
    Notwithstanding the foregoing, a waiver or consent to depart
    from the provisions hereof with respect to a matter that relates
    exclusively to the rights of certain Holders and that does not
    directly or indirectly affect the rights of other Holders may be
    given by Holders to which such waiver or consent relates;
    provided that this provisions of this sentence may not be
    amended except in accordance with the provisions of the
    immediately preceding sentence.



 



    (e) Cooperation.  Each Holder, by
    such Holder’s acceptance of the Registrable Securities,
    agrees to cooperate with the Company as reasonably requested by
    the Company in connection with the preparation and filing of any
    Registration Statement hereunder, unless such Holder has
    notified the Company in writing of such Holder’s election
    to exclude all of such Holder’s Registrable Securities from
    such Registration Statement.



 



    (f) Further Assurances.  Each party
    shall do and perform, or cause to be done and performed, all
    such further acts and things, and shall execute and deliver all
    such other agreements, certificates, consents, instruments and
    documents, as any other party may reasonably request in order to
    carry out the intent and accomplish the purposes of this
    Agreement and the consummation of the transactions contemplated
    hereby.



 



    (g) Notices.  Any and all notices
    or other communications or deliveries required or permitted to
    be provided hereunder shall be in writing and shall be deemed
    given and effective on the earliest of (a) the date of
    transmission, if such notice or communication is delivered via
    facsimile (provided the sender receives a machine-generated
    confirmation of successful transmission) at the facsimile number
    specified in this Section prior to 6:30 p.m. (New York City
    time) on a Trading Day, (b) the next Trading Day after the
    date of transmission, if such notice or communication is
    delivered via facsimile at the facsimile number specified in
    this Section on a day that is not a Trading Day or later than
    6:30 p.m. (New York City time) on any Trading Day,
    (c) the Trading Day following the date of mailing, if sent
    by U.S. nationally recognized overnight courier






    

    8








 







    service, or (d) upon actual receipt by the party to whom
    such notice is required to be given. The address for such
    notices and communications shall be as follows:



 


	 	 	 
	

    If to the Company:


	
 
	
    Saia, Inc.

	
 
	
 
	
    11465 Johns Creek Parkway, Suite 400

    Johns Creek, Georgia 30091

    Attn: Chief Financial Officer

    Facsimile: (770) 232-4066

	
 
	
 
	
 

	
    With a copy to (which shall not constitute notice:
	
 
	
    Bryan Cave LLP

    One Kansas City Place

    1200 Main Street, Suite 3500

    Kansas City, Missouri

    Attn: Robert Barnes

    Facsimile: (816) 855-3368

	
 
	
 
	
 

	
    If to an Investor:
	
 
	
    To the address set forth under such Investor’s name on the
    signature pages hereto.

	
 

	
    If to any other Person who is then the registered Holder:

	
 
	
 
	
 

	
 
	
 
	
    To the address of such Holder as it appears in the stock
    transfer books of the Company











 



    or such other address as may be designated in writing hereafter,
    in the same manner, by such Person.



 



    (h) Successors and Assigns.  The
    rights under this Agreement shall be automatically assignable by
    the Holders to any transferee of all or any portion of such
    Holder’s Registrable Securities if: (i) the Holder
    agrees in writing with the transferee or assignee to assign such
    rights, and a copy of such agreement is furnished to the Company
    within a reasonable time after such assignment; (ii) the
    Company is, within a reasonable time after such transfer or
    assignment, furnished with written notice of (a) the name
    and address of such transferee or assignee, and (b) the
    securities with respect to which such registration rights are
    being transferred or assigned; (iii) immediately following
    such transfer or assignment the further disposition of such
    securities by the transferee or assignee is restricted under the
    Securities Act or applicable state securities laws; (iv) at
    or before the time the Company receives the written notice
    contemplated by clause (ii) of this sentence the transferee
    or assignee agrees in writing with the Company to be bound by
    all of the provisions contained herein; and (v) such
    transfer shall have been made in accordance with the applicable
    requirements of the Purchase Agreement, and in accordance with
    all applicable securities laws.



 



    (i) Execution and
    Counterparts.  This Agreement may be executed
    in any number of counterparts, each of which when so executed
    shall be deemed to be an original and, all of which taken
    together shall constitute one and the same Agreement. In the
    event that any signature is delivered by facsimile transmission,
    such signature shall create a valid binding obligation of the
    party executing (or on whose behalf such signature is executed)
    the same with the same force and effect as if such facsimile
    signature were the original thereof.



 



    (j) Governing Law.  All questions
    concerning the construction, validity, enforcement and
    interpretation of this Agreement shall be governed by and
    construed and enforced in accordance with the internal laws of
    the State of New York, without regard to the principles of
    conflicts of law thereof. Each party agrees that all Proceedings
    concerning the interpretations, enforcement and defense of the
    transactions contemplated by this Agreement (whether brought
    against a party hereto or its respective Affiliates, employees
    or agents) will be commenced in the New York Courts. Each party
    hereto hereby irrevocably submits to the exclusive jurisdiction
    of the New York Courts for the adjudication of any dispute
    hereunder or in connection herewith or with any transaction
    contemplated hereby or discussed herein, and hereby irrevocably
    waives, and agrees not to assert in any Proceeding, any claim
    that it is not personally subject to the jurisdiction of any New
    York Court, or that such Proceeding has been commenced in an
    improper or inconvenient forum. Each party hereto hereby
    irrevocably waives personal service of process and consents to
    process being served in any such Proceeding by mailing a copy
    thereof via registered or certified mail or overnight delivery
    (with evidence of delivery) to such party at the address in
    effect for notices to it under this Agreement and agrees that
    such service shall constitute good and sufficient service of
    process and notice thereof. Nothing contained herein shall be
    deemed to limit in






    

    9








 







    any way any right to serve process in any manner permitted by
    law. Each party hereto hereby irrevocably waives, to the fullest
    extent permitted by applicable law, any and all right to trial
    by jury in any Proceeding arising out of or relating to this
    Agreement or the transactions contemplated hereby. If either
    party shall commence a Proceeding to enforce any provisions of
    this Agreement, then the prevailing party in such Proceeding
    shall be reimbursed by the other party for its attorney’s
    fees and other costs and expenses incurred with the
    investigation, preparation and prosecution of such Proceeding.



 



    (k) Cumulative Remedies.  The
    remedies provided herein are cumulative and not exclusive of any
    remedies provided by law.



 



    (l) Severability.  If any term,
    provision, covenant or restriction of this Agreement is held by
    a court of competent jurisdiction to be invalid, illegal, void
    or unenforceable, the remainder of the terms, provisions,
    covenants and restrictions set forth herein shall remain in full
    force and effect and shall in no way be affected, impaired or
    invalidated, and the parties hereto shall use their reasonable
    efforts to find and employ an alternative means to achieve the
    same or substantially the same result as that contemplated by
    such term, provision, covenant or restriction. It is hereby
    stipulated and declared to be the intention of the parties that
    they would have executed the remaining terms, provisions,
    covenants and restrictions without including any of such that
    may be hereafter declared invalid, illegal, void or
    unenforceable.



 



    (m) Headings.  The headings in this
    Agreement are for convenience of reference only and shall not
    limit or otherwise affect the meaning hereof.



 



    (n) Independent Nature of Investors’ Obligations
    and Rights.  The obligations of each Investor
    under this Agreement are several and not joint with the
    obligations of each other Investor, and no Investor shall be
    responsible in any way for the performance of the obligations of
    any other Investor under this Agreement. Nothing contained
    herein or in any transaction document, and no action taken by
    any Investor pursuant thereto, shall be deemed to constitute the
    Investors as a partnership, an association, a joint venture or
    any other kind of entity, or create a presumption that the
    Investors are in any way acting in concert or as a group with
    respect to such obligations or the transactions contemplated by
    this Agreement or any other Transaction Document. Each Investor
    acknowledges that no other Investor will be acting as agent of
    such Investor in enforcing its rights under this Agreement. Each
    Investor shall be entitled to independently protect and enforce
    its rights, including without limitation the rights arising out
    of this Agreement, and it shall not be necessary for any other
    Investor to be joined as an additional party in any Proceeding
    for such purpose. The Company acknowledges that each of the
    Investors has been provided with the same Registration Rights
    Agreement for the purpose of closing a transaction with multiple
    Investors and not because it was required or requested to do so
    by any Investor.



 




    [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE PAGES TO FOLLOW]

    





    

    10








 







    IN WITNESS WHEREOF, the parties have executed this Registration
    Rights Agreement as of the date first written above.



 



    SAIA, INC.



 


			
	 	    By: 
	
        









    Name:     




    Title:



 




    [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE PAGES OF INVESTORS TO FOLLOW]
    





    

    11








 







    IN WITNESS WHEREOF, the parties have executed this Registration
    Rights Agreement as of the date first written above.



 



    NAME OF INVESTING ENTITY



 


			
	 	    By: 
	
        









    Name:     




    Title:



 



    ADDRESS FOR NOTICE



 



    c/o:









    Street:









    City/State/Zip:









    Attention:









    Tel:









    Fax:









    Email:





    

    12








 








    Annex A



 




    SELLING
    STOCKHOLDERS



 



    We issued the shares of our common stock that are covered by
    this prospectus to the selling stockholders pursuant to share
    purchase agreements entered into between us and each of the
    selling stockholders on December 22, 2009 (the
    “Securities Purchase Agreements”) in a transaction
    exempt from the registration requirements of the Securities Act.
    We entered into a registration rights agreement with the
    purchasers in such transaction pursuant to which we agreed to
    register the resale of the shares of our common stock under the
    Securities Act.



 



    We are registering the shares of our common stock covered by
    this prospectus on behalf of the selling stockholders named in
    the table below in accordance with our obligations under the
    registration rights agreement. Selling stockholders, including
    their permitted transferees, pledgees or donees or their
    successors (all of whom may be selling stockholders), may from
    time to time offer and sell pursuant to this prospectus any or
    all of the shares. When we refer to “selling
    stockholders” in this prospectus, we mean those persons
    listed in the table below, as well as their permitted
    transferees, pledgees or donees or their successors.



 



    The following table sets forth certain information as of
    [          ],
    2009 regarding beneficial ownership of our common stock by the
    selling stockholders. “Beneficial ownership” is a term
    defined by the SEC in
    Rule 13d-3
    under the Exchange Act and includes shares of common stock over
    which a selling stockholder has direct or indirect voting or
    investment control and any shares of common stock that the
    selling stockholder has a right to acquire beneficial ownership
    of within 60 days.



 



    The number of shares of common stock in the column “Number
    of Shares Beneficially Owned Prior to the Offering” is
    based on beneficial ownership information provided to us by or
    on behalf of the selling stockholders in a selling stockholder
    questionnaire.



 



    The number of shares in the column “Number of
    Shares Registered for Sale Hereby” represents all of
    the shares that each selling stockholder may offer under this
    prospectus. These shares are the shares of common stock
    purchased by the selling stockholders in the transaction
    discussed above. The selling stockholders may sell some, all or
    none of their shares. In addition, the selling stockholders may
    have sold, transferred or otherwise disposed of all or a portion
    of their shares since the date on which they provided the
    information regarding their shares in transactions exempt from
    the registration requirements of the Securities Act.



 



    The number of shares in the column “Number of
    Shares Beneficially Owned after the Offering” assumes
    that the selling stockholders will sell all of their shares
    offered pursuant to this prospectus and that any other shares of
    common stock beneficially owned by the selling stockholders will
    continue to be beneficially owned. We do not know when or in
    what amounts the selling stockholders will offer shares for
    sale, if at all. The selling stockholders may sell any or all of
    the shares included in and offered by this prospectus. Because
    the selling stockholders may offer all or some of the shares
    pursuant to this offering, we cannot estimate the number of
    shares that will be held by the selling stockholders after
    completion of the offering.



 



    Information regarding the selling stockholders may change from
    time to time. Any such changed information will be set forth in
    supplements to this prospectus if required.



 



    Except as set forth in the table below, none of the selling
    stockholders has had a material relationship with us within the
    past three years.



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Maximum Number of

    
	
 
	
 

	
 
	
 
	
    Number of Shares

    
	
 
	
    Shares to be Sold

    
	
 
	
 

	
    Name of Selling

    
	
 
	
    Beneficially

    
	
 
	
    Pursuant to

    
	
 
	
    Number of Shares

    

	

    Stockholder


	
 
	
    Owned Prior to Offering
	
 
	
    this Prospectus
	
 
	
    Owned After Offering

	 

	

    [Information to be provided by the Investors]













    

    A-1








 








    PLAN OF
    DISTRIBUTION



 



    We are registering the shares of common stock to permit the
    resale of these shares of common stock by the selling
    stockholders from time to time after the date of this
    prospectus. We will not receive any of the proceeds from the
    sale by the selling stockholders of the shares of common stock.



 



    The selling stockholders and any broker-dealers that act in
    connection with the sale of shares may be deemed to be
    “underwriters” within the meaning of
    Section 2(11) of the Securities Act, and any commissions
    received by such broker-dealers and any profit on the resale of
    shares sold by them while acting as principals may be deemed to
    be underwriting discounts or commissions under the Securities
    Act.



 



    The selling stockholders may sell all or a portion of the shares
    of common stock beneficially owned by them and offered hereby
    from time to time directly or through one or more underwriters,
    broker-dealers or agents. If the shares of common stock are sold
    through underwriters or broker-dealers, the selling stockholders
    will be responsible for underwriting discounts or commissions or
    agent’s commissions. The shares of common stock may be sold
    in one or more transactions at fixed prices, at prevailing
    market prices at the time of the sale, at varying prices
    determined at the time of sale, or at negotiated prices. These
    sales may be effected in transactions, which may involve crosses
    or block transactions,



 


			
	 	    • 
	
    on any national securities exchange or quotation service on
    which the securities may be listed or quoted at the time of sale;

	 
	 	    • 
	
    in the
    over-the-counter
    market;

	 
	 	    • 
	
    in transactions otherwise than on these exchanges or systems or
    in the
    over-the-counter
    market;

	 
	 	    • 
	
    through the writing of options, whether such options are listed
    on an options exchange or otherwise;

	 
	 	    • 
	
    ordinary brokerage transactions and transactions in which the
    broker-dealer solicits purchasers;

	 
	 	    • 
	
    block trades in which the broker-dealer will attempt to sell the
    shares as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;

	 
	 	    • 
	
    purchases by a broker-dealer as principal and resale by the
    broker-dealer for its account;

	 
	 	    • 
	
    an exchange distribution in accordance with the rules of the
    applicable exchange;

	 
	 	    • 
	
    privately negotiated transactions;

	 
	 	    • 
	
    sales pursuant to Rule 144;

	 
	 	    • 
	
    short sales;

	 
	 	    • 
	
    broker-dealers may agree with the selling stockholders to sell a
    specified number of such shares at a stipulated price per share;

	 
	 	    • 
	
    a combination of any such methods of sale; and

	 
	 	    • 
	
    any other method permitted pursuant to applicable law.




 



    If the selling stockholders effect such transactions by selling
    shares of common stock to or through underwriters,
    broker-dealers or agents, such underwriters, broker-dealers or
    agents may receive commissions in the form of discounts,
    concessions or commissions from the selling stockholders or
    commissions from purchasers of the shares of common stock for
    whom they may act as agent or to whom they may sell as principal
    (which discounts, concessions or commissions as to particular
    underwriters, broker-dealers or agents may be in excess of those
    customary in the types of transactions involved). In connection
    with sales of the shares of common stock or otherwise, the
    selling stockholders may enter into hedging transactions with
    broker-dealers, which may in turn engage in short sales of the
    shares of common stock in the course of hedging in positions
    they assume. The selling stockholders may also sell shares of
    common stock short and deliver shares of common stock covered by
    this prospectus to close out short positions and to return
    borrowed shares in connection with such short sales. The selling
    stockholders may also loan or pledge shares of common stock to
    broker-dealers that in turn may sell such shares.





    

    A-2








 







    The selling stockholders may pledge or grant a security interest
    in some or all of the shares of common stock owned by them and,
    if they default in the performance of their secured obligations,
    the pledgees or secured parties may offer and sell the shares of
    common stock from time to time pursuant to this prospectus or
    any amendment to this prospectus under Rule 424(b)(3) or
    other applicable provision of the Securities Act, amending, if
    necessary, the list of selling stockholders to include the
    pledgee, transferee or other successors in interest as selling
    stockholders under this prospectus. The selling stockholders
    also may transfer and donate the shares of common stock in other
    circumstances in which case the transferees, donees, pledgees or
    other successors in interest will be the selling beneficial
    owners for purposes of this prospectus.



 



    At the time a particular offering of the shares of common stock
    is made, a prospectus supplement, if required, will be
    distributed which will set forth the aggregate amount of shares
    of common stock being offered and the terms of the offering,
    including the name or names of any broker-dealers or agents, any
    discounts, commissions and other terms constituting compensation
    from the selling stockholders and any discounts, commissions or
    concessions allowed or reallowed or paid to broker-dealers.



 



    Under the securities laws of some states, the shares of common
    stock may be sold in such states only through registered or
    licensed brokers or dealers. In addition, in some states the
    shares of common stock may not be sold unless such shares have
    been registered or qualified for sale in such state or an
    exemption from registration or qualification is available and is
    complied with.



 



    There can be no assurance that any selling stockholder will sell
    any or all of the shares of common stock registered pursuant to
    the registration statement, of which this prospectus forms a
    part.



 



    The selling stockholders and any other person participating in
    such distribution will be subject to applicable provisions of
    the Securities Exchange Act of 1934, as amended, and the rules
    and regulations thereunder, including, without limitation, to
    the extent applicable, Regulation M of the Exchange Act,
    which may limit the timing of purchases and sales of any of the
    shares of common stock by the selling stockholders and any other
    participating person. To the extent applicable Regulation M
    may also restrict the ability of any person engaged in the
    distribution of the shares of common stock to engage in
    market-making activities with respect to the shares of common
    stock. All of the foregoing may affect the marketability of the
    shares of common stock and the ability of any person or entity
    to engage in market-making activities with respect to the shares
    of common stock.



 



    We will pay all expenses of the registration of the shares of
    common stock pursuant to the registration rights agreement,
    including, without limitation, Securities and Exchange
    Commission filing fees and expenses of compliance with state
    securities or “blue sky” laws; provided, however, that
    a selling stockholder will pay all underwriting discounts and
    selling commissions, if any. We will indemnify the selling
    stockholders against certain liabilities, including some
    liabilities under the Securities Act, in accordance with the
    registration rights agreement, or the selling stockholders will
    be entitled to contribution. We may be indemnified by the
    selling stockholders against certain civil liabilities,
    including liabilities under the Securities Act, that may arise
    from any written information furnished to us by the selling
    stockholder specifically for use in this prospectus, in
    accordance with the related registration rights agreement, or we
    may be entitled to contribution.



 



    Once sold under the registration statement, of which this
    prospectus forms a part, the shares of common stock will be
    freely tradable under the Securities Act in the hands of persons
    other than our affiliates.





    

    A-3








 








    Annex B



 




    SAIA,
    INC.

    Selling Securityholder Notice and Questionnaire



 



    The undersigned beneficial owner of common stock (the
    “Common Stock” ) of Saia, Inc. (the
    “Company” ) understands that the Company has filed or
    intends to file with the Securities and Exchange Commission (the
    “Commission” ) a Registration Statement for the
    registration and resale of the Registrable Securities, in
    accordance with the terms of the Registration Rights Agreement,
    dated as of December 22, 2009 (the
    “Registration Rights Agreement” ), among the Company
    and the Investors named therein. A copy of the Registration
    Rights Agreement is available from the Company upon request at
    the address set forth below. All capitalized terms used and not
    otherwise defined herein shall have the meanings ascribed
    thereto in the Registration Rights Agreement.



 



    The undersigned hereby provides the following information to the
    Company and represents and warrants that such information is
    accurate:



 




    QUESTIONNAIRE



 



    1. Name.



 


			
	 	    (a) 
	
    Full Legal Name of Selling Securityholder




 


			
	 	          
	
    




 


			
	 	    (b) 
	
    Full Legal Name of Registered Holder (if not the same as
    (a) above) through which Registrable Securities Listed in
    Item 3 below are held:




 


			
	 	          
	
    




 


			
	 	    (c) 
	
    Full Legal Name of Natural Control Person (which means a natural
    person who directly or indirectly alone or with others has power
    to vote or dispose of the securities covered by the
    questionnaire):




 


			
	 	          
	
    




 



    2. Address for Notices to Selling Securityholder:



 


			
	 	          
	
    

	 
	 	          
	
    

	 
	 	          
	
    




 


			
	 	    Telephone: 
	
    




 


			
	 	    Fax: 
	
    




 


			
	 	    Contact Person: 
	
    




 



    3. Beneficial Ownership of Registrable Securities:



 



    Type and Principal Amount of Registrable Securities beneficially
    owned:



 


			
	 	               
	
    

	 
	 	               
	
    

	 
	 	               
	
    




 



    4. Broker-Dealer Status:



 



    (a) Are you a broker-dealer?



 



    Yes o       No o
    





    

    B-1








 







    Note: If yes, the Commission’s staff has indicated that you
    should be identified as an underwriter in the Registration
    Statement.



 


			
	 	    (b) 
	
    Are you an affiliate of a broker-dealer?




 



    Yes o       No o
    



 



    (c) If you are an affiliate of a broker-dealer, do you
    certify that you bought the Registrable Securities in the
    ordinary course of business, and at the time of the purchase of
    the Registrable Securities to be resold, you had no agreements
    or understandings, directly or indirectly, with any person to
    distribute the Registrable Securities?



 



    Yes o       No o
    



 



    Note: If no, the Commission’s staff has indicated that you
    should be identified as an underwriter in the Registration
    Statement.



 



    5. Beneficial Ownership of Other Securities of the Company
    Owned by the Selling Securityholder.



 



    Except as set forth below in this Item 5, the
    undersigned is not the beneficial or registered owner of any
    securities of the Company other than the Registrable Securities
    listed above in Item 3.



 



    Type and Amount of Other Securities beneficially owned by the
    Selling Securityholder:



 


			
	 	               
	
    




    

	 
	 	               
	
    




    

	 
	 	               
	
    





 



    6. Relationships with the Company:



 



    Except as set forth below, neither the undersigned nor any of
    its affiliates, officers, directors or principal equity holders
    (owners of 5% of more of the equity securities of the
    undersigned) has held any position or office or has had any
    other material relationship with the Company (or its
    predecessors or affiliates) during the past three years.



 



    State any exceptions here:



 


			
	 	               
	
    





 



    7. Please fill in the table below as you would like it to
    appear in the Registration Statement. Include footnotes where
    appropriate.



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Maximum Number of

    
	
 
	
 

	
 
	
 
	
    Number of Shares

    
	
 
	
    Shares to be Sold

    
	
 
	
 

	
    Name of Selling

    
	
 
	
    Beneficially

    
	
 
	
    Pursuant to

    
	
 
	
    Number of Shares

    

	

    Stockholder


	
 
	
    Owned Prior to Offering
	
 
	
    this Prospectus
	
 
	
    Owned After Offering

	 











    

    B-2








 







    The undersigned agrees to promptly notify the Company of any
    inaccuracies or changes in the information provided herein that
    may occur subsequent to the date hereof and prior to the
    Effective Date for the Registration Statement.



 



    By signing below, the undersigned consents to the disclosure of
    the information contained herein in its answers to Items 1
    through 7 and the inclusion of such information in the
    Registration Statement and the related prospectus. The
    undersigned understands that such information will be relied
    upon by the Company in connection with the preparation or
    amendment of the Registration Statement and the related
    prospectus.



 



    IN WITNESS WHEREOF the undersigned, by authority duly given, has
    caused this Notice and Questionnaire to be executed and
    delivered either in person or by its duly authorized agent.



 


	 	 	 
	

    Dated: ­
    ­


	
 
	

    Beneficial
    Owner: ­
    ­



	
 
	
 
	
 

	
 
	
 
	

    By: ­
    ­



	
 
	
 
	
    Name:

	
 
	
 
	
    Title:









 



    PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
    QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:



 




    Bryan Cave
    LLP

    One Kansas City Place

    1200 Main Street, Suite 3500

    Kansas City, Missouri
    64105-2100

    Attn: Robert Barnes

    Facsimile:
    (816) 855-3368
    





    

    B-3